Common use of Third Party License Offsets Clause in Contracts

Third Party License Offsets. If KKC enters into an agreement with a Third Party (other than a KKC Licensor) to obtain a license under Third Party Technology (including without limitation under Section 9.5) that KKC reasonably believes or expects to be necessary to Commercialize one or more Licensed Products outside the Territory or outside of the Field, then KKC may offset (***) of the amount of commercially reasonable royalties or other payments payable by KKC to such Third Party with respect to a particular Licensed Product against amounts KKC is obligated to pay AEVI under Section 8.5.1 for Royalty-Bearing Sales by KKC and/or its Affiliates and Sublicensing Royalties, provided that in no event will any such offset (a) with respect to sales in the Field outside of the Territory, reduce the payments otherwise due to AEVI pursuant to Section 8.5.1(a) in particular Contract Years below (***) of Royalty-Bearing Sales and Sublicensing Royalties in the Field outside of the Territory, (b) with respect to sales outside the Field outside of the Territory, reduce the payments otherwise due to AEVI pursuant to Section 8.5.1(b) in particular Contract Years below (***) of Royalty-Bearing Sales and Sublicensing Royalties outside the Field outside of the Territory, or (c) with respect to sales in the Territory, reduce the payments otherwise due to AEVI pursuant to Section 8.5.1(c) in particular Contract Years below (***) of Royalty-Bearing Sales and Sublicensing Royalties in the Territory; provided further that, if such (***) offset of such Third Party royalties or other payments exceeds the amount of payments withheld by KKC under this Section 8.5.2 in any Contract Quarter, the excess may be carried over as a credit on the same basis into succeeding Contract Quarters.

Third Party License Offsets. If KKC KHK enters into an agreement with a Third Party (other than a KKC KHK Licensor) to obtain a license under Third Party Technology (including without limitation under Section 9.5) that KKC KHK reasonably believes or expects to be necessary to Commercialize one or more Licensed Products outside the Territory or outside of the Field, then KKC KHK may offset (***) ** of the amount of commercially reasonable royalties or other payments payable by KKC KHK to such Third Party with respect to a particular Licensed Product against amounts KKC KHK is obligated to pay AEVI Medgenics under Section 8.5.1 for Royalty-Bearing Sales by KKC KHK and/or its Affiliates and Sublicensing Royalties, provided that in no event will any such offset (a) with respect to sales in the Field outside of in the TerritoryEuropean Union, reduce the payments otherwise due to AEVI Medgenics pursuant to Section 8.5.1(a) in particular Contract Years below (***** of Royalty-Bearing Sales and Sublicensing Royalties in the Field in the European Union, (b) with respect to sales in the Field outside of the Territory and outside of the European Union, reduce the payments otherwise due to Medgenics pursuant to Section 8.5.1(b) in particular Contract Years below ***** of Royalty-Bearing Sales and Sublicensing Royalties in the Field outside of the TerritoryTerritory and outside of the European Union, (bc) with respect to sales outside of the Field outside of the Territory, reduce the payments otherwise due to AEVI Medgenics pursuant to Section 8.5.1(b8.5.1(c) in particular Contract Years below (***) ** of Royalty-Bearing Sales and Sublicensing Royalties outside of the Field outside of the Territory, or and (cd) with respect to sales in the Territory, reduce the payments otherwise due to AEVI Medgenics pursuant to Section 8.5.1(c8.5.1(d) in particular Contract Years below (***) ** of Royalty-Bearing Sales and Sublicensing Royalties in the Territory; provided further that, if such (***) ** offset of such Third Party royalties or other payments exceeds the amount of payments withheld by KKC KHK under this Section 8.5.2 in any Contract Quarter, the excess may be carried over as a credit on the same basis into succeeding Contract Quarters.

Third Party License Offsets. If KKC enters into an agreement with a Third Party (other than a KKC Licensor) to obtain a license under Third Party Technology (including without limitation under Section 9.5) that KKC reasonably believes or expects to be necessary to Commercialize one or more Licensed Products outside the Territory or outside of the Field, then KKC may offset (***) of the amount of commercially reasonable royalties or other payments payable by KKC to such Third Party with respect to a particular Licensed Product against amounts KKC is obligated to pay AEVI under Section 8.5.1 for Royalty-Bearing Sales by KKC and/or its Affiliates and Sublicensing Royalties, provided that in no event will any such offset (a) with respect to sales in the Field outside of in the TerritoryEuropean Union, reduce the payments otherwise due to AEVI pursuant to Section 8.5.1(a) in particular Contract Years below (***) of Royalty-Bearing Sales and Sublicensing Royalties in the Field outside of in the TerritoryEuropean Union, (b) with respect to sales outside in the Field outside of the TerritoryTerritory and outside of the European Union, reduce the payments otherwise due to AEVI pursuant to Section 8.5.1(b) in particular Contract Years below (***) of Royalty-Bearing Sales and Sublicensing Royalties in the Field outside of the Territory and outside of the European Union, (c) with respect to sales outside of the Field outside of the Territory, or reduce the payments otherwise due to AEVI pursuant to Section 8.5.1(c) in particular Contract Years below (c***) of Royalty-Bearing Sales and Sublicensing Royalties outside of the Field outside of the Territory, and (d) with respect to sales in the Territory, reduce the payments otherwise due to AEVI pursuant to Section 8.5.1(c8.5.1(d) in particular Contract Years below (***) of Royalty-Bearing Sales and Sublicensing Royalties in the Territory; provided further that, if such (***) offset of such Third Party royalties or other payments exceeds the amount of payments withheld by KKC under this Section 8.5.2 in any Contract Quarter, the excess may be carried over as a credit on the same basis into succeeding Contract Quarters.

Third Party License Offsets. If KKC KHK enters into an agreement with a Third Party (other than a KKC KHK Licensor) to obtain a license under Third Party Technology (including without limitation under Section 9.5) that KKC KHK reasonably believes or expects to be necessary to Commercialize one or more Licensed Products outside the Territory or outside of the Field, then KKC KHK may offset (***) ** of the amount of commercially reasonable royalties or other payments payable by KKC KHK to such Third Party with respect to a particular Licensed Product against amounts KKC KHK is obligated to pay AEVI Medgenics under Section 8.5.1 for Royalty-Bearing Sales by KKC KHK and/or its Affiliates and Sublicensing Royalties, provided that in no event will any such offset (a) with respect to sales in the Field outside of the Territory, reduce the payments otherwise due to AEVI Medgenics pursuant to Section 8.5.1(a) in particular Contract Years below (***) ** of Royalty-Bearing Sales and Sublicensing Royalties in the Field outside of the Territory, (b) with respect to sales outside the Field outside of the Territory, reduce the payments otherwise due to AEVI Medgenics pursuant to Section 8.5.1(b) in particular Contract Years below (***) ** of Royalty-Bearing Sales and Sublicensing Royalties outside the Field outside of the Territory, or (c) with respect to sales in the Territory, reduce the payments otherwise due to AEVI Medgenics pursuant to Section 8.5.1(c) in particular Contract Years below (***) ** of Royalty-Bearing Sales and Sublicensing Royalties in the Territory; provided further that, if such (***) ** offset of such Third Party royalties or other payments exceeds the amount of payments withheld by KKC KHK under this Section 8.5.2 in any Contract Quarter, the excess may be carried over as a credit on the same basis into succeeding Contract Quarters.